Interim Results

RNS Number : 6944E
Carr's Milling Industries PLC
14 April 2014
 




14 April 2014

 

CARR'S MILLING INDUSTRIES PLC ("Carr's" or the "Group")

 

INTERIM RESULTS

 

"A positive first half with current trading in line with the Board's expectations for the full year"

 

Carr's (CRM.L), the Agriculture, Food and Engineering Group, announces results for the six months ended 1 March 2014.

 

Financial highlights

·     Profit before tax up 2.0% to £10.1m (H1 2013: £9.9m)

·     Adjusted EPS up 0.6% to 78.1p (H1 2013: 77.6p1)

·     First interim dividend up 9.7% to 8.5p (H1 2013: 7.75p)

·     Net debt of £25.3m (£22.1m as at 31 August 2013)

 

 

Commercial highlights

·     The Group has performed well and in line with the Board's expectations due to its geographical and operational diversity

·     Kirkcaldy flour mill commissioned on time and within budget providing the expected financial benefits to the Food division

·     New production facilities completed and operational at Wälischmiller in Germany

·     Continued growth of the Agriculture division, with retail branch expansion together with increased brand and product recognition

 

 

Tim Davies, Chief Executive Officer, said:

 

"The period has clearly demonstrated the strength of the Group with its geographic diversity and operational balance delivering performance in line with our expectations. Throughout, our focus has been to invest for growth across each of our three divisions to deliver our strategic objectives.

 

I am delighted that our flour mill at Kirkcaldy was commissioned on time and within budget.  This strategic investment, in the world's most technologically advanced flour mill, is delivering a step change in the financial performance of the Food division.  In Agriculture, our increased brand recognition coupled with the severe winter conditions in the USA have driven the sales of blocks to record levels; however, this has been offset by mild weather conditions in the UK which resulted in a reduction in sales of some products.  In Engineering, we have positioned the business so that we can benefit from the uplift in delayed nuclear contracts from Sellafield, which we believe will materialise in the short to medium term.  Wälischmiller in Germany is performing well and is benefitting from the significant investment in new operational facilities and equipment, with the factory move now completed.

 

I have been encouraged by the performance of the business during the first six months, with each division making a solid contribution.  The second half of the year has started well and the Board expects to deliver a full year performance in line with its current expectations."

 

Enquiries:

 

 

Carr's Milling Industries PLC

Tim Davies (Chief Executive Officer)

Neil Austin (Group Finance Director)

01228 554 600



Powerscourt

Nick Dibden

Sophie Moate

020 7250 1446

carrs@powerscourt-group.com

 

Notes to Editors

 

Carr's Milling Industries (CRM.L) is an international leader in the provision of essential industrial services focused on the Agriculture, Food and Engineering sectors. The Group offers a range of services including the manufacturing and supply of flour, robotic and remote handling equipment, farm machinery, feed blocks for livestock, and a UK network of rural stores, with a facility footprint spanning the UK, Europe and North America, supplying customers in 31 countries around the world.

 

Chief Executive's Review

 

Operational summary

 

The Group has made a positive start to the year, delivering a solid performance across all three divisions, reflecting focused investment in our people, our assets and in our technology.

 

Agriculture

 

Our Agriculture division performed well in the first six months with our geographical diversity insulating Carr's against the varying weather patterns across our key territories.

 

International

In the USA the severe weather, in particular in the Mid-Atlantic States, has resulted in record sale levels of feed blocks. The drought in the Southern States of the previous year has, to a large extent, been alleviated enabling farmers to start the long process of restocking, which is important for future sales in the USA. The increased recognition of our brands, our research-based products and our outstanding service levels continue to drive sales growth.

 

Our joint venture, ACC Feed Supplement LLC, set up last year to establish a new low-moisture feed block in Sioux City is progressing well and production remains on track to commence in summer this year, with the financial benefits expected to come through in the next financial year. In addition, we have invested £1.6m together with our joint venture partner to increase capacity at our Watertown site in New York State to meet the expected demand for AminoMax, the patented rumen bypass protein product. The plant commenced operations in December and is delivering increased volume to satisfy growing customer demand.

 

We have also achieved market share gains during the period helped by increasing recognition and sales of our branded products AminoMax®, Crystalyx®, Horslyx®, Smartlic®, Flaxlic® and Feed in a Drum®.

 

A new distribution network has been established in New Zealand, which has led to an increase in feed block sales. We continue to investigate a possible production facility to be located in New Zealand to satisfy the increasing demand.

 

UK

The recent UK winter has been markedly different to that experienced a year ago. The excellent weather throughout the 2013 summer and autumn provided farmers with the opportunity to feed good quality forage this winter and to rebuild and restock for the future. However, the mild winter has had an adverse impact on the sale of fuel and heating oil, feed and feed blocks, compared to last year's uncharacteristically high volumes.

 

The investment in our retail branch network in the UK has continued with new sites opened at Skipton in Yorkshire, Berwick in the Borders, and Bakewell in Derbyshire. Construction has commenced on the delayed site at Annan in Dumfriesshire, which we expect to be open for business in late summer 2014. We have also completed the purchase of land adjacent to our Brock branch in Lancashire, which will enable further expansion of this key retail site.

 

Machinery sales, workshops and aftersales service departments have experienced improved levels of activity relative to last year's challenging environment.

 

The new AminoMax® plant at Lancaster, commissioned in July 2013, is operating at near capacity following a positive reception from large dairy customers, and sales of AminoMax® are supporting our ambition of becoming the leader in dairy nutrition in the UK.

 

Food

 

There was a significant improvement in the quality of the UK wheat harvest in 2013. The Carr's Flour business, with port side mills located at Kirkcaldy in Fife and Silloth in Cumbria, has the flexibility to obtain wheat, transported by sea, from both the continent and the UK and with this year's improved UK wheat harvest a significant amount of wheat has been sourced from the UK. Despite the wet winter, the establishment of crops in autumn 2013 was excellent and we are expecting a larger harvest in 2014.

 

The new flour mill at Kirkcaldy, which commenced production in September 2013, consolidated our position as the leading miller in Scotland.  It is the world's most technologically advanced mill, designed jointly by our own project team and the Swiss engineers, Bűhler, who are recognised globally as the premier partner for the supply of plant, equipment and services in flour production. This important and complex project is already delivering both operational and commercial benefits. These benefits will continue to grow during the remainder of the financial year and the division is expected to meet its planned level of financial performance.

 

The Flour business continues to focus on producing quality flour to meet the ever-increasing technical and food safety standards of our customers.  We continue to invest in flour technology to ensure operational efficiencies and service our customer requirements.

 

Engineering

 

The first half of the year has been defined by the level of investment in research, technology and facilities we have undertaken, which has resulted in contracts being won for delivery through to the end of 2015.

 

Wälischmiller Engineering, based in Markdorf, Germany, successfully completed a major contract for remote handling equipment for a German customer, which will be installed in a Chinese nuclear facility later this year. In the second half year, a complex engineering contract for handling radioactive materials for a research centre in Russia is scheduled to be completed and shipped.

 

The development of our robotic equipment is ongoing, with our bespoke and fully remote handling vehicle, V1000, exhibited in November at IROS, the International Robotic Exhibition in Japan, attracting significant interest.

 

The development contract with Shell and Statoil in Norway, for the adaptation of Telbot® for use in gas tank inspection, is progressing well. It is anticipated that following the success of the prototype in 2012, further development of Telbot® will remove the need for human involvement and its associated risk, while also performing the task in a shorter timeframe providing significant cost savings for our customers.

 

The £4.5m new production and office facility, at Markdorf, Germany, is now operational and we are pleased to report that the disruption to the business of moving into the new facilities was minimised by excellent planning and execution.

 

Carrs MSM, our UK based manipulator business, experienced strong sales growth, ahead of our expectations, with demand emanating from our Sellafield "life of plant" contract signed in 2012. Under the terms of the contract, MSM supplies master slave manipulator parts that are critical for the major operating plants at Sellafield. MSM is actively involved in the tender process for the supply of equipment following the decommissioning of other plants. MSM has also had on-going demand for upgrading manipulators for the power plants at Heysham II, Hinckley, and Hartlepool.

 

As reported in January 2014, Bendalls, our specialist fabricators based in Carlisle, was awarded a first stage contract for the production and supply of 27 pressure vessels for the BP Shah Deniz gas pipeline in Azerbaijan. Since then Bendalls has been awarded a subsequent contract, taking the total value of these contracts to over £7.0m. These contracts were subject to some delays which will impact the performance of Bendalls in the current financial year; however we expect to see the full benefit from these contracts in the year to 29 August 2015. Furthermore, future prospects should be significantly improved as we believe that, following completion of these contracts, the delayed nuclear contracts for Sellafield will start to be awarded.

 

Finance

 

Net debt at 1 March 2014 was £25.3m, compared to £22.1m at 31 August 2013. The increase is due to seasonal working capital variations, combined with ongoing capital expenditure, principally in relation to the completion of our flour mill at Kirkcaldy, our new premises at Wälischmiller and ongoing branch developments in our Agriculture division.

 

During the period our working capital facilities in our Agriculture division were extended by £6.0m to cater for increased working capital requirements associated with that division's growth.  During the second half of this financial year, we will undertake the renewal of our banking facilities as the majority of our facilities are due for renewal by November 2014.  Undrawn facilities at 1 March 2014 were £21.6m.

 

The retirement benefit obligation further reduced in the period and now stands at £2.4m (£3.3m as at 31 August 2013) before the related deferred tax asset. The Group has adopted IAS19 Revised in this accounting period, which has led to a significantly higher pension cost compared to the previously reported comparative period. The cost recognised in the Income Statement of £444,000 compares to £132,000 as previously reported for the 26 week period ended 2 March 2013. Comparative figures have been restated to implement this adoption.

 

Shareholders' equity

 

Shareholders' equity at 1 March 2014 increased by £4.3m to £73.7m (31 August 2013: £69.4m), due mainly to the profit retained by the Group in the period.

 

Dividends

 

A first interim dividend of 8.5 pence per share (2013: 7.75 pence per share), an increase of 9.7%, will be paid on 16 May 2014 to shareholders on the register on 25 April 2014.  The ex-dividend date will be 23 April 2014.

 

Principal risks and uncertainties

 

The Group has a process in place to identify and assess the impact of risks on its business, and an exercise to update this is undertaken at least annually.  The principal risks and uncertainties for the remaining six months of the financial year are not expected to change materially from those included on pages 16 and 17 of the Annual Report and Accounts 2013.

 

A summary of the principal risks and uncertainties is given below:

 

·     Failure to act safely and to maintain the continued safe operation of our facilities and quality of our products;

·     Failure to attract, develop and retain key personnel;

·     Non-compliance with regulation and legislation;

·     Failure to protect intellectual property;

·     Failure to maintain high standards of customer service and identifying emerging consumer trends;

·     Failure to maintain an effective system of internal financial controls; and

·     Fluctuations in prices, offtake and availability of raw materials

 

 

Outlook

 

The first half of the year has clearly demonstrated the value of being a geographically diverse international business which has invested wisely in assets and technology. 

 

Looking forward, we will continue to pursue the delivery of our strategic plans with vigour, exploiting the unique opportunities in front of us.  We have made significant progress in our feed block business, AminoMax® feed technology, remote robotic handling systems and commissioning the most advanced flour mill in the world today.

 

As a result of our well invested asset base, ongoing investment in research and technology, and our outstanding people, we will not only look to meet but exceed our customers' expectations.  This, combined with current trading at the start of the second half of the year, gives us confidence in meeting the Board's unchanged expectations for the full year.

 

 

Tim Davies

Chief Executive

14 April 2014

 

UNAUDITED CONSOLIDATED INCOME STATEMENT

For the 26 weeks ended 1 March 2014

 




(Restated)

(Restated)



26 weeks  ended

 1 March 2014

26 weeks ended

 2 March 2013

52 weeks ended

 31 August

2013


Notes

£'000

£'000

£'000

Continuing operations










Revenue

6

214,719

231,628

468,083

Cost of sales


(186,096)

(205,207)

(419,270)






Gross profit


28,623

26,421

48,813






Net operating expenses


(19,333)

(17,861)

(35,476)






Group operating profit


9,290

8,560

13,337






Finance income


152

320

513

Finance costs


(862)

(692)

(1,318)

Share of post-tax profit in associate and joint ventures


1,492

1,689

2,819






Profit before taxation

6

10,072

9,877

15,351






Taxation


(2,348)

(2,223)

(3,036)






Profit for the period


7,724

7,654

12,315






Profit attributable to:





Equity shareholders


6,888

6,966

11,001

Minority interests


836

688

1,314








7,724

7,654

12,315











Basic earnings per share (pence)

7

          77.5

           78.5

             123.9

Diluted earnings per share (pence)

7

          75.5

           77.7

              121.7






Dividend per share (pence)





Paid


        24.25

         21.75

             29.5

Proposed

8

            8.5

           7.75

             16.5

 

 

UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the 26 weeks ended 1 March 2014

 



(Restated)

(Restated)


26 weeks ended

 1 March  2014

26 weeks ended

 2 March 2013

52 weeks ended

 31 August

2013


Notes

£'000

£'000

£'000














Profit for the period


7,724

7,654

12,315






Other comprehensive (expense)/income








Items that may be reclassified subsequently to profit or loss:




Foreign exchange translation (losses)/gains arising on translation of overseas subsidiaries

 

(632)

 

409

 

231





Items that will not be reclassified subsequently to profit or loss:




Actuarial (losses)/gains on retirement benefit obligation:




- Group

(138)

1,239

(96)

- Share of associate

57

31

22

Taxation credit/(charge) on actuarial movement on retirement benefit obligation:




- Group

28

(285)

19

- Share of associate

(11)

(7)

(4)






Other comprehensive (expense)/income for the period, net of tax


(696)

1,387

172






Total comprehensive income for the period


7,028

9,041

12,487






Total comprehensive income attributable to:




Equity shareholders

6,192

8,353

11,173

Minority interests

836

688

1,314








7,028

9,041

12,487






 

UNAUDITED CONSOLIDATED BALANCE SHEET

As at 1 March 2014

 



As at

 1 March 2014

As at

2 March

2013

As at

 31 August

 2013


Notes

£'000

£'000

£'000

Non-current assets





Goodwill

9

5,214

5,199

5,215

Other intangible assets

9

535

709

615

Property, plant and equipment

9

54,321

44,599

53,068

Investment property

9

665

995

675

Investment in associate


6,787

6,226

7,024

Interest in joint ventures


4,425

3,188

3,299

Other investments


70

71

72

Financial assets





- Non-current receivables


1,002

2

1

Deferred tax assets


1,986

2,232

2,044



75,005

63,221

72,013






Current assets





Inventories


38,381

33,765

33,445

Trade and other receivables


68,613

79,464

66,434

Current tax assets


-

-

178

Financial assets





- Derivative financial instruments


15

-

2

- Cash and cash equivalents

10

16,362

19,773

22,884



123,371

133,002

122,943






Total assets


198,376

196,223

194,956






Current liabilities





Financial liabilities





- Borrowings

10

(29,707)

(22,134)

(15,545)

- Derivative financial instruments


(59)

(139)

(8)

Trade and other payables


(58,768)

(67,689)

(58,282)

Current tax liabilities


(2,772)

(3,033)

(1,639)



(91,306)

(92,995)

(75,474)






Non-current liabilities





Financial liabilities





- Borrowings

10

(11,906)

(16,645)

(29,448)

Retirement benefit obligation

11

(2,434)

(3,037)

(3,272)

Deferred tax liabilities


(3,966)

(3,717)

(3,765)

Other non-current liabilities


(5,585)

(4,829)

(4,956)



(23,891)

(28,228)

(41,441)






Total liabilities


(115,197)

(121,223)

(116,915)






Net assets


83,179

75,000

78,041






Shareholders' equity





Share capital

12

2,224

2,219

2,223

Share premium

12

8,197

8,124

8,183

Equity compensation reserve


561

131

326

Foreign exchange reserve


(217)

569

415

Other reserve


882

895

888

Retained earnings


62,070

55,094

57,396

Total shareholders' equity


73,717

67,032

69,431

Minority interests in equity


9,462

7,968

8,610

Total equity


83,179

75,000

78,041

 

 

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the 26 weeks ended 1 March 2014

 


 

 

Share Capital

 

 

Share Premium

 

Equity Compensation Reserve

 

Foreign Exchange Reserve

 

 

Other Reserve

 

 

Retained Earnings

 

Total Shareholders' Equity

Minority Interests

Total Equity


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000











At 1 September 2013

 

2,223

 

8,183

 

326

 

415

 

888

 

57,396

 

69,431

 

8,610

 

78,041

Profit for the period

 

-

 

-

 

-

 

-

 

-

 

6,888

 

6,888

 

836

 

7,724

Other           comprehensive expense

 

 

-

 

 

-

 

 

-

 

 

(632)

 

 

-

 

 

(64)

 

 

(696)

 

 

-

 

 

(696)

Total comprehensive (expense)/

    income

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(632)

 

 

 

-

 

 

 

6,824

 

 

 

6,192

 

 

 

836

 

 

 

7,028

Dividends paid

-

-

-

-

-

(2,156)

(2,156)

-

(2,156)

Equity-settled share based payment transactions, net of tax

 

 

 

 

-

 

 

 

 

-

 

 

 

 

235

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

235

 

 

 

 

16

 

 

 

 

251

Allotment of shares

1

14

-

-

-

-

15

-

15

Transfer

-

-

-

-

(6)

6

-

-

-

At 1 March 2014

2,224

8,197

561

(217)

882

62,070

73,717

9,462

83,179





















At 2 September 2012

 

2,219

 

8,118

 

113

 

160

 

901

 

49,075

 

60,586

 

7,274

 

67,860

Profit for the period

 

-

 

-

 

-

 

-

 

-

 

6,966

 

6,966

 

688

 

7,654

Other comprehensive income

 

 

-

 

 

-

 

 

-

 

 

409

 

 

-

 

 

978

 

 

1,387

 

 

-

 

 

1,387

Total comprehensive income

 

 

-

 

 

-

 

 

-

 

 

409

 

 

-

 

 

7,944

 

 

8,353

 

 

688

 

 

9,041

Dividends paid

-

-

-

-

-

(1,931)

(1,931)

-

(1,931)

Equity-settled share based payment transactions, net of tax

 

 

 

 

-

 

 

 

 

-

 

 

 

 

18

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

18

 

 

 

 

6

 

 

 

 

24

Allotment of shares

-

6

-

-

-

-

6

-

6

Transfer

-

-

-

-

(6)

6

-

-

-

At 2 March 2013 (restated)

 

2,219

 

8,124

 

131

 

569

 

895

 

55,094

 

67,032

 

7,968

 

75,000













At 2 September 2012

 

2,219

 

8,118

 

113

 

160

 

901

 

49,075

 

60,586

 

7,274

 

67,860

Profit for the period

 

-

 

-

 

-

 

-

 

-

 

11,001

 

11,001

 

1,314

 

12,315

Other comprehensive income/

    (expense)

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

231

 

 

 

-

 

 

 

(59)

 

 

 

172

 

 

 

-

 

 

 

172

Total comprehensive

    income

 

 

-

 

 

-

 

 

-

 

 

231

 

 

-

 

 

10,942

 

 

11,173

 

 

1,314

 

 

12,487

Dividends paid

-

-

-

-

-

(2,619)

(2,619)

-

(2,619)

Equity-settled share based payment transactions, net of tax

 

 

 

 

-

 

 

 

 

-

 

 

 

 

213

 

 

 

 

-

 

 

 

 

-

 

 

 

 

9

 

 

 

 

222

 

 

 

 

22

 

 

 

 

244

Allotment of shares

4

65

-

-

-

-

69

-

69

Transfer

-

-

-

24

(13)

(11)

-

-

-

At 31 August 2013 (restated)

 

2,223

 

8,183

 

326

 

415

 

888

 

57,396

 

69,431

 

8,610

 

78,041

 

UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

For the 26 weeks ended 1 March 2014

 



26 weeks ended

 1 March 2014

26 weeks

 ended

 2 March

 2013

52 weeks

ended

31 August

2013


Notes

£'000

£'000

£'000

Cash flows from operating activities





Cash generated from/(used in) operations

13

5,138

(3,145)

7,233

Interest received


157

557

746

Interest paid


(858)

(686)

(1,280)

Tax paid


(746)

(882)

(2,707)

Net cash generated from/(used in) operating activities


3,691

(4,156)

3,992






Cash flows from investing activities





Acquisition of subsidiaries (net of overdraft acquired)


-

-

(810)

Investment in joint ventures


(718)

-

-

Loan to joint ventures


(194)

(836)

(807)

Other loans


(269)

-

-

Purchase of intangible assets


(6)

(79)

(108)

Proceeds from sale of property, plant and equipment


170

111

221

Purchase of property, plant and equipment


(3,479)

(9,498)

(9,937)

Proceeds from sale of investment property


-

-

268

Purchase of investments


-

-

(26)

Disposal of investment


29

-

10

Redemption of preference shares in joint venture


-

-

150

Net cash used in investing activities


(4,467)

(10,302)

(11,039)






Cash flows from financing activities





Proceeds from issue of ordinary share capital


15

6

68

Net proceeds from issue of new bank loans


-

6,436

11,581

Finance lease principal repayments


(1,164)

(559)

(1,118)

Repayment of borrowings


(6,460)

(1,083)

(1,333)

Increase in other borrowings


3,502

8,200

(193)

Dividends paid to shareholders


(2,156)

(1,931)

(2,619)

Receipt of grant income


350

-

350

Net cash (used in)/generated from financing activities


(5,913)

11,069

6,736






Effects of exchange rate changes


20

81

110

Net decrease in cash and cash equivalents


(6,669)

(3,308)

(201)






Cash and cash equivalents at beginning of the period


22,675

22,876

22,876

Cash and cash equivalents at end of the period


16,006

19,568

22,675






Cash and cash equivalents consist of:





Cash and cash equivalents per the balance sheet


16,362

19,773

22,884

Bank overdrafts included in borrowings


(356)

(205)

(209)



16,006

19,568

22,675

 

Statement of Directors' responsibilities

The Directors confirm that these condensed interim financial statements have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and that the interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:

·     an indication of important events that have occurred during the first six months and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

·     material related-party transactions in the first six months and any material changes in the related-party transactions described in the last annual report.

The Directors of Carr's Milling Industries PLC are listed in the Carr's Milling Industries PLC Annual Report and Accounts 2013.  There have been no changes to the Board of Directors in the financial period.   A list of current Directors is maintained on the Carr's Milling Industries PLC website: www.carrs-milling.com

On behalf of the Board

 

Tim Davies

Neil Austin

Chief Executive

Group Finance Director

14 April 2014

14 April 2014

 

Notes to condensed interim financial information

1.   General information

Carr's Milling Industries PLC ('the Company') and its subsidiaries (together, 'the Group') operates across three divisions of Agriculture, Food, and Engineering.  The Company is a public limited company, which is listed on the London Stock Exchange and is incorporated and domiciled in the UK.  The address of the registered office is Old Croft, Stanwix, Carlisle, Cumbria, CA3 9BA.

These condensed interim financial statements were approved for issue on 14 April 2014.

These condensed interim financial statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006.  Statutory accounts for the 52 weeks ended 31 August 2013 were approved by the Board of Directors on 15 November 2013 and delivered to the Registrar of Companies.  The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 498 of the Companies Act 2006.

2.   Basis of preparation

These condensed interim financial statements for the 26 weeks ended 1 March 2014 have been prepared in accordance with the Disclosure and Transparency Rules of the Financial Services Authority and with IAS 34, 'Interim financial reporting' as adopted by the European Union.  The condensed interim financial statements should be read in conjunction with the annual financial statements for the 52 weeks ended 31 August 2013, which have been prepared in accordance with IFRSs as adopted by the European Union.

The Directors have made suitable enquiries, and based on financial performance to date and available banking facilities they have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.  The Group therefore continues to adopt the going concern basis in preparing its condensed interim financial statements.

3.   Accounting policies

The accounting policies adopted are consistent with those of the previous financial year with the following exception.

The Group has adopted 'Amendment to IAS19: (revised 2011) Employee benefits' with effect from 1 September 2013.  This has resulted in a change of accounting policy and the restatement of the prior period financial statements. The change to the accounting policy has been to replace interest cost and expected return on plan assets with a net interest amount that is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability at the beginning of the period.  The net interest amount also takes into account changes to the net liability during the period.  The effect of this is to remove the previous concept of recognising an expected return on plan assets.  See note 16 for the impact on the financial statements.

Taxes on income in the interim periods are accrued based on management's estimate of the weighted average annual income tax rate expected for the full financial year.

4.   Estimates

The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense.  Actual results may differ from these estimates.

In preparing these condensed interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the 52 weeks ended 31 August 2013, with the exception of changes in estimates that are required in determining the provision for income taxes.

5.   Financial risk management

The Group's activities expose it to a variety of financial risks: market risk (including currency risk and price risk), credit risk and liquidity risk.

The condensed interim financial statements do not include all financial risk management information and disclosures required in the annual financial statements; they should be read in conjunction with the Group's annual financial statements as at 31 August 2013.  There have been no changes in risk management practices since the year end.

6.   Operating segment information

The Board is the Group's chief operating decision-maker.  Management has determined the operating segments based on the information reviewed by the Board for the purposes of allocating resources and assessing performance.

The Board of Directors considers the business from a product/services perspective.  Operating segments have been identified as Agriculture, Food and Engineering.  Performance is assessed using profit before taxation, which is measured in a manner consistent with the financial statements.  Sales between segments are carried out at arm's length. 

Segment assets included within other comprise all non-current assets together with current assets which are not reported on a segment basis to the chief operating decision-maker.

The following tables present revenue, profit and asset information regarding the Group's operating segments for the 26 weeks ended 1 March 2014 and the comparative periods.


Agriculture

Food

Engineering

Other

Group


£'000

£'000

£'000

£'000

£'000

26 weeks ended 1 March 2014






Total segment revenue

159,987

44,756

10,027

24

214,794

Inter segment revenue

(51)

-

(24)

-

(75)

Revenue from external customers

159,936

44,756

10,003

24

214,719







Profit before taxation

6,786

1,034

1,802

-

9,622







Head office net expense





(742)

Retirement benefit charge





(444)

Other adjustments





144

Share of post-tax profit of associate





942

Share of post-tax profit of joint ventures





550

Reported profit before taxation





10,072













Segment assets

65,416

18,635

12,055

102,270

198,376







26 weeks ended 2 March 2013 (restated)






Total segment revenue

173,447

44,682

13,556

24

231,709

Inter segment revenue

(49)

(3)

(29)

-

(81)

Revenue from external customers

173,398

44,679

13,527

24

231,628







Profit before taxation

6,273

448

2,190

-

8,911







Head office net expense





(446)

Retirement benefit charge





(367)

Adjustments related to derivative financial instruments





 

236

Other adjustments





(146)

Share of post-tax profit of associate





1,099

Share of post-tax profit of joint ventures





590

Reported profit before taxation





9,877







Segment assets

70,352

19,938

10,595

95,338

196,223













 

 






6.   Operating segment information (continued)


Agriculture

Food

Engineering

Other

Group


£'000

£'000

£'000

£'000

£'000

52 weeks ended 31 August 2013 (restated)






Total segment revenue

340,505

94,176

33,484

47

468,212

Inter segment revenue

(64)

(4)

(61)

-

(129)

Revenue from external customers

340,441

94,172

33,423

47

468,083







Profit before taxation

8,751

559

4,203

-

13,513







Head office net expense





(457)

Retirement benefit charge





(692)

Adjustments related to derivative financial instruments





 

236

Other adjustments





(68)

Share of post-tax profit of associate





1,903

Share of post-tax profit of joint ventures





916

Reported profit before taxation





15,351













Segment assets

58,701

20,504

12,032

103,719

194,956

 

7.   Earnings per share

Non-recurring items and amortisation that are charged or credited to profit do not relate to the profitability of the Group on an ongoing basis.  Therefore an adjusted earnings per share is presented as follows:



(Restated)

(Restated)


26 weeks

ended

 1 March 2014

26 weeks ended

 2 March 2013

52 weeks

ended

31 August

2013


£'000

£'000

£'000





Earnings

6,888

6,966

11,001

Amortisation and non-recurring items:




Amortisation of intangible assets

71

138

252

Tax relief on amortisation

(19)

(35)

(64)

Derivative financial instrument gain in respect of property, plant and

   Equipment

 

-

 

(236)

 

(236)

Tax on derivative financial instrument gain

-

54

54





Earnings - adjusted

6,940

6,887

11,007






Number

Number

Number





Weighted average number of ordinary shares in issue

8,891,109

8,876,414

8,880,841

Potentially dilutive share options

231,790

94,415

156,393






9,122,899

8,970,829

9,037,234





Basic earnings per share

77.5p

78.5p

123.9p

Diluted earnings per share

75.5p

77.7p

121.7p

Adjusted earnings per share

78.1p

77.6p

123.9p





 

8.   Dividends

An interim dividend of £688,993 that relates to the period to 31 August 2013 was paid on 11 October 2013, and a final dividend of £1,466,888 was paid on 17 January 2014.

In addition, an interim dividend of 8.5p per share (2013: 7.75p per share) has been approved by the Directors.  It is payable to shareholders on the register at 25 April 2014.  This interim dividend, amounting to £755,892 (2013: £688,993), has not been recognised as a liability in this interim financial information.  It will be recognised in shareholders' equity in the 52 weeks to 30 August 2014.

9.   Intangible assets, property, plant and equipment and investment property

 


 

 

Goodwill

Other

Intangible assets

Property, plant and equipment

 

Investment property


£'000

£'000

£'000

£'000

26 weeks ended 1 March 2014

Opening net book amount at 1 September 2013

5,215

615

53,068

675

Exchange differences

(1)

(15)

(343)

-

Additions

-

6

4,072

-

Disposals

-

-

(79)

-

Depreciation and amortisation

-

(71)

(2,397)

(10)

Closing net book amount at 1 March 2014

5,214

535

54,321

665






26 weeks ended 2 March 2013





Opening net book amount at 2 September 2012

5,199

728

37,158

1,005

Exchange differences

-

40

407

-

Additions

-

79

9,590

-

Disposals

-

-

(96)

-

Depreciation and amortisation

-

(138)

(2,460)

(10)

Closing net book amount as at 2 March 2013

5,199

709

44,599

995

 

Capital commitments contracted, but not provided for, by the Group at the period end amounts to £1,894,000 (2013: £9,239,000).

10. Borrowings and loans

 


As at

1 March

 2014

As at

2 March 2013

As at

31 August 2013


£'000

£'000

£'000


Current

29,707

22,134

15,545

Non-current

11,906

16,645

29,448

Total borrowings and loans

41,613

38,779

44,993

Cash and cash equivalents

(16,362)

(19,773)

(22,884)

Net debt

25,251

19,006

22,109





Undrawn committed facilities

21,630

19,437

17,853





 

 

Movements in borrowings are analysed as follows:








26 weeks ended 1 March 2014



£'000

Opening amount as at 1 September 2013



44,993

New bank loans and finance leases



573

Finance lease principal repayments



(1,164)

Repayments of borrowings



(6,460)

Increase in other borrowings



3,502

Release of deferred borrowing costs



22

Net increase to bank overdraft



147

Closing amount as at 1 March 2014



41,613





26 weeks ended 2 March 2013




Opening amount as at 2 September 2012



25,749

New bank loans and finance leases



6,671

Finance lease principal repayments



(559)

Repayments of borrowings



(1,083)

Increase in other borrowings



8,200

Release of deferred borrowing costs



14

Net reduction to bank overdraft



(213)

Closing amount as at 2 March 2013



38,779

 

11. Retirement benefit obligation

 

The amounts recognised within the Income Statement were as follows:



(Restated)

(Restated)


26 weeks ended

 1 March 2014

26 weeks ended

 2 March 2013

52 weeks

ended

31 August

2013


£'000

£'000

£'000


Service cost

384

261

507

Net interest on the net defined benefit liability

60

106

185


444

367

692

 

The amounts recognised in the Balance Sheet were as follows:


As at

 1 March

 2014

As at

2 March

2013

As at

31 August 2013


£'000

£'000

£'000





Present value of defined benefit obligations

(61,288)

(58,475)

(59,509)

Fair value of scheme assets

58,854

55,438

56,237

Deficit in the balance sheet

(2,434)

(3,037)

(3,272)

 

Actuarial losses of £138,000 (2013: gains of £1,239,000) have been reported in the Statement of Comprehensive Income.  Although investments performed better than expected this gain was offset by the change in market conditions over the period which resulted in higher liabilities and net actuarial losses.

The Group's associate's defined benefit pension scheme is closed to future service accrual and the valuation for this scheme has not been updated for the half year as any actuarial movements are not considered to be material.

12. Share capital

 

 

 

 

Allotted and fully paid ordinary shares of 25p each

 

 

Number of shares

 

Share capital £'000

 

Share premium £'000

 

 

Total
£'000






Opening balance as at 1 September 2013

8,890,230

2,223

8,183

10,406

Proceeds from shares issued:





- share save scheme

2,622

1

14

15

At 1 March 2014

8,892,852

2,224

8,197

10,421






Opening balance at 2 September 2012

8,876,182

2,219

8,118

10,337

Proceeds from shares issued:





- share save scheme

1,048

-

6

6

At 2 March 2013

8,877,230

2,219

8,124

10,343

 

Employee share schemes: options exercised during the period to 1 March 2014 resulted in 2,622 shares being issued (2013: 1,048 shares), with exercise proceeds of £14,998 (2013: £5,995).  The related weighted average price of the shares exercised was £5.72 (2013: £5.72) per share.

13. Cash generated from/(used in) operations

 



(Restated)

(Restated)


26 weeks ended

 1 March 2014

26 weeks ended

 2 March 2013

52 weeks

ended

31 August

2013


£'000

£'000

£'000





Profit for the period from operations

7,724

7,654

12,315

Adjustments for:




Tax

2,348

2,223

3,036

Depreciation of property, plant and equipment

2,397

2,460

5,165

Depreciation of investment property

10

10

62

Intangible asset amortisation

71

138

252

Profit on disposal of property, plant and equipment

(91)

(15)

(108)

Profit on disposal of investment

-

-

(14)

Amounts written off property, plant and equipment

-

-

7

Amortisation of grants

(25)

(25)

(50)

Net fair value loss on share based payments

251

24

244

Net foreign exchange differences

69

(322)

(220)

Net fair value losses/(gains) on derivative financial instruments in operating profit

 

38

 

(170)

 

(303)

Finance costs:




Interest income

(152)

(320)

(513)

Interest expense and borrowing costs

884

706

1,354

Share of profit from associate and joint ventures

(1,492)

(1,689)

(2,819)

IAS19 income statement credit in respect of employer contributions

(1,420)

(1,442)

(2,867)

IAS19 income statement charge

444

367

692

Changes in working capital (excluding the effects of acquisitions):




Increase in inventories

(4,936)

(6,637)

(6,088)

Increase in receivables

(1,749)

(18,616)

(5,699)

Increase in payables

767

12,509

2,787

Cash generated from/(used in) operations

5,138

(3,145)

7,233





 

14. Related party transactions

 

The Group's significant related parties are its associate and joint ventures, as disclosed in the Annual Report and Accounts 2013.

Transactions and balances with the associate and joint ventures were all undertaken on an arm's length basis in the normal course of business and are as follows:


Sales to

Purchases from

Rent receivable from

Management charges from

Amounts owed from

Amounts owed to


£'000

£'000

£'000

£'000

£'000

£'000

26 weeks to 1 March 2014







Associate

636

(52,771)

9

22

1,379

(16,862)

Joint ventures

27

(235)

-

55

3,607

(1)








26 weeks to 2 March 2013







Associate

429

(61,651)

10

20

515

(19,301)

Joint ventures

25

-

-

28

3,811

(2)

 

15. Post balance sheet event

 

On 8 April 2014, after the period end, the Group completed the acquisition of the entire issued share capital of Chirton Engineering Limited, a precision engineering specialist.  The initial cash consideration paid was £2,750,000.  Subject to certain growth criteria being met subsequent to the acquisition there is contingent additional cash consideration payable up to a maximum of £2,550,000.  The business complements the Group's existing engineering businesses.

16. Restatement of prior period financial statements

 

The Group has adopted 'Amendment to IAS19: (revised 2011) Employee benefits' with effect from 1 September 2013.  The effect on the financial statements for the two prior period ends is as follows.


26 weeks ended

 2 March 2013

52 weeks

ended

31 August

2013


£'000

£'000




Consolidated income statement



Net operating expenses

(235)

(470)

Group operating profit

(235)

(470)

Share of post-tax profit in associate and joint ventures

(24)

(50)

Profit before taxation

(259)

(520)

Taxation

54

94

Profit for the period

(205)

(426)




Consolidated statement of comprehensive income



Profit for the period

(205)

(426)

Actuarial (losses)/gains on retirement benefit obligation - Group

235

470

Actuarial (losses)/gains on retirement benefit obligation - Share of associate

31

62

Taxation credit/(charge) on actuarial movement on retirement benefit obligation - Group

(54)

(94)

Taxation credit/(charge) on actuarial movement on retirement benefit obligation - Share

   of associate

 

(7)

 

(12)

Other comprehensive (expense)/income for the period, net of tax

205

426




 

The change in accounting policy has not impacted the consolidated balance sheet or consolidated statement of cash flows.


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